Imprisoned for brutally assaulting a young girl, Max Cady spends his time in jail wisely - reading literature, sculpting his body to perfection and planning his violent revenge on the defence lawyer who put him behind bars. After serving his fourteen year sentence, Cady is released from prison and his rampage begins.

Vada Sultenfuss is obsessed with death. Her mother is dead, and her father runs a funeral parlor. She is also in love with her English teacher, and joins a poetry class over the summer just to impress him. Thomas J., her best friend, is "allergic to everything", and sticks with Vada despite her hangups. When Vada's father hires Shelly, a makeup expert, in his funeral parlor, and begins to fall in love with her, Vada is outraged and does everything in her power to split them up.